Document Mqp4VybmJOYOw4y1gwRegDkz

Tuesday, July 29, 1958, at 11:15 o'clock A.M. ENT: SENT: A. K. urewes J. P. Kirk F. J. Koegler J. A. Martino D. A. Merson G. L. Ratcliffe J. II. Reid Winthrop Sargent, J. A. Taylor W. J. Welch Jr. Messrs. L. T. Beale and H. C. Wildner The President, J. A. Martino, acted as Chairman of the eting, and J. B. Henrich acted as Secretary. A summary of the minutes of the last preceding meeting told June 24, 1958 was presented and upon motion, the reading of `v the minutes of the previous meeting was waived and the minutes were unanimously approved. Upon motions duly made and seconded, the following resolutions were each unanimously adopted: RESOLVED, That the actions of the Executive Committee as set forth in the minutes of its meetings held June 25, July 2, July 9, July 18, and July 22, 1958, submitted at this meeting and involving ex penditures and appropriations of $6,420,086.00, be and they hereby are approved, ratified, and confirmed. RESOLVED, That the Semi-Annual Report to the Stockholders for the first half of the year 1958, in the form submitted at this meeting, be and it hereby is approved, ratified, and confirmed. RESOLVED, That Dividend No. 267 of $1.75 a share on the Class A Preferred Stock of the Company and on the Preferred Stock of the Company authorized prior to April 21, 1927, and still outstanding, be and it 0000-NLI-000022032 (BOARD OF DIRECTORS - JULY 29, 1958) hereby is declared, payable from Surplus Fund and Profits on September 15, 1958, to stockholders of record at close of business August 20, 1958. RESOLVED, That Dividend No. 126 of $1.50 a share, on the Class B Preferred Stock of the Company, be and it hereby is declared payable from Surplus Fund and Profits on November 3, 1958, to stockholders of record at close of business October 9, 1958. RESOLVED, That a dividend of 75q a share on the $5 par shares of the Common Stock of the Company now authorized and outstanding, and still outstand ing on the record date herein fixed, be and it hereby is declared, payable from Surplus Fund and Profits on September 25, 1958, to stockholders of record at close of business September 3, 1958. There was presented and read at the meeting the fol ing Plan of Liquidation of Titan Company, Inc.: MEMORANDUM OF AGREEMENT made this day of in the year One thousand nine hundred and fifty-eight, by and between TITAN COMPANY, INC., a corporation organized existing under and by virtue of the laws of the State of' Delaware, party of the first part, and NATIONAL LEAD COMP a corporation organized and existing under and by virtue the laws of the State of New Jersey, party of the second part, WITNESSETH: f WHEREAS, the party of the second part is the owner ofc stock in the party of the first part possessing at least ^ eighty per centum (807,,) of the total combined voting power* of all classes of stock entitled to vote and there are no iy other classes of stock of or in the party of the first part}' and WHEREAS, it is desired to distribute and transfer with* in the calendar and taxable year 1958 all of the property of the party of the first part in complete cancellation or redemption of all of its stock; NOW, THEREFORE, the parties hereto do hereby adopt the following Plan of Liquidation of the party of the first (BOARD OF DIRECTORS - JULY 29, 195C) by authorize the complete liquidation the first part pursuant to and in said Plan, to wit: By the distribution to the party of the second part of all of the property of the party of the first part in complete cancellation or redemption of all of the stock of the party of the first part ana (after payment of all the known debts, liabilities and obliga tions of the party of the first part) the transfer to the party of the second part of all of the property of the party of the first part within the calendar and tamable year 195b, subject to any and all other debts, liabilities and obligations of the party of the first part, which shall be assumed and discharged by the party of the second part, including the obligations, if any, of the party of the first part to the holders of record of any shares of the stock of the party of the first part issued and outstanding and registered on the books of the party of the first part otherwise than in the name of the party of the second part. And the party of the second part does hereby agree, upon receipt of said property, to surrender or cause to be surrendered to the party of the first part all of the stock of the part;/ of the first part issued and outstanding in complete cancellation or redemption thereof. IF WITNESS WHEREOF, the parties hereto have duly executed these presents the day and year first above written, by their respective officers thereunto duly authorized. tii : NATIONAL LEAD C0KPAN1 0000-NLI- (HOARD OF DIRECTORS - JULY 2 s, 155c.) laereupor., on motion :uly mate, seconaeu, and cai i iv nwuous i.'/ RESOLVED, That: chare be an_ there liereo;. adopts ie foregoing Plan of Liquidation as a plan o: iquida c:: TITAN COMPANY, INC., and that there be and there he is authorized and approved the complete liquidation of-/ corporation pursuant to and in accordance with said Pl| to wit, by the distribution to this Company or all of property of said corporation in couplete cancellationt reaeiapticn of all of the stock of said corporation and! (after payment of all the known debts, liabilities and obligations of said corporation) the transfer to this Company of all of the property of said corporation witl the calendar and taxable year 195C, subject to any and,^ other debts, liabilities and obligations of said corporal tion, which shall be assumed and discharged by this Company, including the obligations, if any, of said corporation to holders of record of any shares of the ( stock, thereof issued and outstanding and registered on the books thereof, otherwise than in the name of this Compan}*; FURTHER RESOLVED, That the President or a Vice T President of this Company be and he hereby is authorized for and in behalf of this Company, to make, execute and j deliver a plan of liquidation in the foregoing form, of said corporation and to cause the corporate seal of this Company to be affixed thereto and attested by its Secretary I' or an Assistant Secretary; and a FURTHER RESOLVED, That the officers of this Companyc be and they hereby are authorized, directed and empowered for and in behalf of this Company to do and perform, any and all such acts and things as in their judgment may be", proper, expedient, or necessary in and about the liquids-y tion of said corporation, the distribution of all the ! I-! property thereof, ana the carrying out of the full intent.^ lii; and purpose of the foregoing resolutions. Upon motion duly made ana seconded, the following preamble and resolutions were unanimously adopted: 0000-NLI-000022035